With the aim of improving transparency around ownership and control of companies, all UK unquoted and limited liability partnerships are required to maintain new registers of People with Significant Control (PSC). The details should be recorded in the company’s own PSC register and are to be filed at Companies House.
Anyone who satisfies at least one of the following conditions:
- Direct or indirect owner of 25% or more shares in the company;
- Directly or indirectly holds more than 25% of a company’s voting rights;
- Direct or indirect power to appoint or remove the majority of its board of directors;
- The right to exercise significant influence or control over the company; and/or
- The right to exercise significant influence or control over a trust or firm that is not a legal entity that can satisfy any of the above.
Significance for IPs
The Department of Business, Energy and Industrial Strategy issued a letter of clarification in response to queries raised by R3 in respect of PSC registers and the impact on IPs. Administrators and liquidators do not become PSCs by virtue of their appointment over, and subsequent dealings in respect of, a company:
- Administrators are excluded from being PSCs under Schedule 1A Companies Act 2006.
- Liquidators control the assets of the company, rather than the company itself, and as such do not meet any of the conditions set out above.
The duty of an IP to maintain the PSC register during the life of the insolvency process is discharged by simply holding the historical register.